Homeobox genes encode transcription factors that control a wide variety of biological events. I recently identified a cluster of homeobox genes that are good candidates to regulate male reproductive development and physiology. Many of these reproductive homeobox (Rhox) genes are androgen regulated, and most are expressed in Sertoli cells (the nurse cells that support spermatogenesis), suggesting that they regulate the expression of somatic-cell gene products crucial for germ-cell development. Indeed, targeted deletion of one of these genes, Rhox5 (Pem), results in male subfertility, marked by increased germ-cell apoptosis and abnormal sperm motility. To begin to uncover the molecular events triggered by Rhox5 in Sertoli cells, I used microarray analysis to identify Rhox5-regulated genes, many of which encode proteins that have roles in metabolism, including insulin II (Ins2), resistin, and adiponectin, and the nuclear hormone receptor PPAR. Because insulin-like factors have recently been shown to support germ cell survival, I focused my initial studies on Rhox5 regulation of Ins2. Transient transfection of Rhox5 expression plasmids increased the activity of Ins2 promoter-driven luciferase reporter constructs. This was a breakthrough discovery for our laboratory, as no putative Rhox5-response elements had ever been discovered. Rhox5-mediated activation of the Ins2 promoter was Sertoli-cell specific, as it occurred in Sertoli cell lines and Sertoli cells purified from day 12 testes, but not cell lines derived from other tissues. This suggests that a Sertoli-specific cofactor is required for Rhox5-mediated transcriptional activation. In this application, I propose to characterize the mechanism by which Rhox5 regulates target genes in the testes. The experiments are designed to identify cofactors that work with Rhox5 to achieve cell-type specific expression of Rhox5-regulated genes. Because Rhox5 positively regulates metabolic factors that support germ cell survival, elucidation of the transcription control mechanism that leads to subfertility in Rhox5-null mice provides a useful model system for understanding human subfertility. Untreatable subfertility caused by poor semen quality accounts for 75% of patients consulting for fertility problems. This is due mainly to defects in sperm numbers (oligozoospermia) and sperm motility (asthenozoospermia). My proposed research strives to understand the mechanism by which the Rhox5 homeobox transcription factor controls the expression of genes that support male germ cell development. Mice which lack the Rhox5 gene exhibit abnormalities in sperm number, sperm motility, and breeding efficiency. Thus, the characterization of Rhox5-null mice may also be useful as a model system for understanding human fertility problems.